CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities Offerred |
Maximum Price (1) |
Amount of Registration Fee (2) | ||
| 5.500% Medium-Term Notes, Series D Due March 15, 2016 |
$250,000,000 | $26,750 |
| (1) | Excludes accrued interest, if any. |
| (2) | Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, filing fees of $389,425.75 have already been paid with respect to unsold securities that were previously registered pursuant to Registration Statement Nos. 333-123240, 333-123240-01 and 333-123240-02 and have been carried forward. The $26,570 filing fee with respect to the 5.500% Medium-Term Notes, Series D Due March 15, 2016 sold pursuant to this registration statement is offset against those filing fees carried forward, and $148,855.75 remains available for future registration fees. No additional fee has been paid with respect to this offering. |
| Filed pursuant to Rule 424(b)(3) Registration No. 333-132469 333-132469-01 333-132469-02 | ||
| Pricing Supplement No. 1, dated March 20, 2006, to the Prospectus, dated March 16, 2006, and the Prospectus Supplement, dated March 16, 2006. |
||
$250,000,000
PRUDENTIAL FINANCIAL, INC.
5.500% MEDIUM-TERM NOTES, SERIES D
DUE March 15, 2016
The note being purchased has the following terms:
UNDERWRITERS AND PRINCIPAL AMOUNT:
| Morgan Stanley & Co. Incorporated |
$ | 87,500,000 | |
| Wachovia Capital Markets, LLC |
87,500,000 | ||
| ABN AMRO Incorporated |
12,500,000 | ||
| BNP Paribas Securities Corp. |
12,500,000 | ||
| BNY Capital Markets, Inc. |
12,500,000 | ||
| Harris Nesbitt Corp. |
12,500,000 | ||
| Mellon Financial Markets, LLC |
12,500,000 | ||
| Williams Capital Group, L.P. |
12,500,000 | ||
| TOTAL |
$ | 250,000,000 | |
STATED MATURITY: March 15, 2016
SPECIFIED CURRENCY: U.S. dollars
principal: U.S. dollars
interest: U.S. dollars
exchange rate agent: Not applicable
ORIGINAL ISSUE DATE: March 23, 2006
ORIGINAL ISSUE PRICE: 99.713%
UNDERWRITERS COMMISSION: 0.450%
NET PROCEEDS TO PRUDENTIAL FINANCIAL: 99.263% or $248,157,500
AMORTIZING NOTE: Not applicable
ORIGINAL ISSUE DISCOUNT NOTE: Not applicable
EXTENDIBLE NOTE: Not applicable
FORM OF NOTE:
master global form only: Yes
non-global form available:
CUSIP No. 74432QAJ4
ISIN No. US74432QAJ40
REDEMPTION AND REPAYMENT: Not applicable
INTEREST RATE IS FIXED: Yes
Annual Rate: 5.500%
DEFEASANCE APPLIES AS FOLLOWS:
full defeasance—i.e., our right to be relieved of all our obligations on the note by placing funds in trust for the investor: Yes
covenant defeasance—i.e., our right to be relieved of specified provisions of the note by placing funds in trust for the investor: Yes
Use of Proceeds
We intend to use the net proceeds from the sale of the notes for general corporate purposes, including primarily a loan to one of our domestic subsidiaries.
Prudential Financial, Inc. estimates that the total offering expenses, excluding underwriting discounts and commissions paid to the underwriters, will be approximately $136,000.
| Morgan Stanley | Wachovia Securities |
ABN AMRO Incorporated
BNP Paribas
BNY Capital Markets, Inc.
Harris Nesbitt Corp.
Mellon Financial Markets, LLC
The Williams Capital Group, L.P.